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County-City_ExecutedClosingDocs090117CLOSING CHECKLIST DUBUQUE COUNTY, IOWA AND CITY OF DUBUQUE, IOWA September 1, 2017, 10:00 a.m. Drake Law Firm 300 Main Street Suite 323 Dubuque, IA Lot 4 of Dubuque industrial Center South First Addition in the City of Dubuque, Iowa And Lot 1-1 of Dubuque Industrial Center West 2nc-' Addition in the City of Dubuque, Iowa 1 Abstract brought up to date and delivered City for review prior to Closing Warranty Deed City Proof of Publication of Notice of Public Hearing Resolution Approving Sale (Disposing) Declaration of Value Groundwater Hazard Statement Purchase Price $3,320,000,00 $ 1,320,000,00 at closing $ 2,000,000 00 as follows: City City County $300,000 on or before the 13' day of July, 2018, 5300.000 on or before the 13' day of July of each year thereafter for five (5) years. and the balance of $200,0000 on or before July 1, 2024 ....----6. Escrow Agreement City/DI -7-,- Real Estate Transfer Stamps NA ,---g. Taxes NA , ..---1 Closing Statement County/City 082417bal CLOSING STATEMENT DUBUQUE COUNTY, IOWA AND CITY OF DUBUQUE, IOWA September 1, 2017, 10:00 a.m. Drake Law Firm 300 Main Street Suite 323 Dubuque, IA Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa And Lot 1-1 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa Purchase Price: As follows: $3,320,000,00 $1,320000 at the time of closing on the Closing date described in Section 5 hereof (of which $660,000 shall be retained by Seller), and the balance of $2,000,000 as follows: $300,000 on or before the 1st day of July, 2018, $300,000 on or before the 1st day of July of each year thereafter for five (5) years, and the balance of $200,0000 on or before July 1, 2024, Purchase Price Due at Closing DUBUQUE COUNTY, IOWA $1,320,000.00 CITY OF DUBUQUE, IOWA (Buyer) (Seller) a?,,d By: By: Ja, Wickham, Chairperson Barry A. Lindahl, Senior Counsel 082417ba1 Prepared by: Barry A. Lindahl 300 Matn Street, Suite 330, Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindah! 300 Main Street, Suite 330, Dubuque IA 52001 Tax Statement to' Dubuque County, Iowa 720 Central Avenue PO Box 5001 Dubuque, Iowa 52004-5001 WARRANTY DEED For the consideration of one dollar and other valuable consideration, the City of Dubuque, Iowa, conveys to Dubuque County, Iowa, the following described real estate in Dubuque County, Iowa: Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque. Iowa and Lot 1-1 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. 202-17 of the City Council of the City of Dubuque adopted the 54'1 day of June, 2017, the terms and conditions thereof, if any, having been fulfilled. Grantor does hereby covenant with grantee, and successors in interest, that grantor holds the real estate by title in fee simple; that it has good and lawful authority to sell and convey the real estate; that the real estate is free and clear of all liens and encumbrances except as may be above stated; and grantor covenants to warrant and defend the real estate against the lawful claims of all persons except as may be above stated. Dated this 3t of Aut.1.,1* , 2017. CITY OF DUBUQUE IOWA By: Attest: By: Kevi S. Firnstahl, CitClerk STATE OF IOWA SS COUNTY OF DUBUQUE Roy DOuol, Mayor On this _ day of , 2017, before me a Notary Public in and for said County, personally appeared Roy D. Buo! and Kevin S. Firnstahl to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. TRACEY L. STECKLE!N r Commissian Number 716016 My Comm. Exp. y•Il'3Q Notary Public F:IUSERSItsteckle\Lindahl\Flexsteel ClosingMarrantyDeed_O72717,docx L. nd for Dubuque County, Iowa Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113 RESOLUTION NO. 202-17 DISPOSING OF AN INTEREST IN REAL PROPERTY BY DEED TO DUBUQUE COUNTY, IOWA WHEREAS, the City of Dubuque, Iowa (City) is the owner of the following real property (the Property): Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa and A parcel of land of 3.88 acres more or less on Seippel Road in the Dubuque Industrial Center West Urban Renewal District of the City of Dubuque, as shown on Exhibit A attached hereto (the Property); and WHEREAS, City and Dubuque County, Iowa (County) have entered into an Agreement pursuant to which City will convey the Property to County; and WHEREAS, on June 5, 2017, the City Council pursuant to notice published as required by law held a public hearing on its intent to dispose of the foregoing interest in the Property and overruled all objections thereto; and WHEREAS. the City Council finds that it is in the best interest of the City to approve the disposition of the Property, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Mayor is hereby authorized and directed to execute a Warranty Deed disposing of all of the City's right, title and interest in the Property to Dubuque County, Iowa. Section 2. The City Manager and the City Attorney are authorized to take such further action as is necessary to finalize the sale of the Property. Passed, approved and adopted this 55th day of June, 2017. Attest: Kevin S. Fir tahl, CityfCler t Roy Duol, Mayor F;1UsersltstecklelLindahl\Flexsteel 2016\Resolution Disposing of Interest_052417.docx 2 EXHIBIT A STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph hlerald,a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: May 25, 2017, and for which the charge is $237,46. Subscribed to before me, Notary Public in and for Dubuque County, Iowa, this fd day of -*(311 } 20/7 Notary Public in and for Dubuque County, Iowa, MARY K WESTERMEYER Comml8siofl Number 154885 My Camrn4aaian Exp, Feb. 1. 2020 O w l G m zCSS M©C0c jN ym m I_rDU 1 E r — m 1n.aavt,w 6-6 cyoreNrL a ;i2r1.032!f2-01'p2mvi @ E s @ c s G U7 E . ui °mom w a) _, a oz . CD ati c J.L d'7 ® N .Z H E 2 a� 5 �O©"wO C Nj,EE�Cn3 a5 X -m,,,,_ Com}+' .—C;6--2..@Nw N' w N C]—'' ) N 7 VZ U w�2 : �D���D�Gww..- U)22a-Zi U e o c 3 D N"ts D.w. ,w m") 13 w vel { TE n5 C 'i3 F0 Dia, oN,:, 4-20 u° ma > g `°0 m ib 7., a on 'D -g p !IF wsNmv WOM CAµ11t— �,QtiEca�l DQ -o .am�PD W�mt]m �. .0 dL U !;!:;%:1 7 L7 0- 1' N D@ c D Lr..�"• DCS %' 71c 7 w;' C p ACI.. nws m= Qo0®c uwo ii!:::1! W,UfD6 4 m r • E ©L 2a 9 r .0,,,,,,_., .., w O =, —a. o_�j.mg,,,, aA `O °t7mppm U2w$:a''n`f'w2aE dSZ aC L'''.' mZ7 u m o.2 -• U0 DmocLh.�d p02 EC , 0@%m WLTC.-@3Nm Na. 1-,701.7}21 la-m ' 2 ii �T.a�S8wO Y ....g1,2, 27g2°C..IiK-�� �`@a <-0m.amw - mm gi`.. filc@m.tw C) U @ ° `cLliCP4qJ@E mc 4EF.6,rcm'gm NCg iSL C— U w w j .9 '� E_ p N iL{ a 7. � ]C D = c u.. r, L yy - � .>. � y. '0 c d m 8920 D p z U p.ai m c p 'C N m -..(.)z, '6333(2 8cSE-grEop U3 ap a gog-,17.2� o OZa 3 @mb®v 2;�' Z y. Q .c (2° in r t�,i .e � o 60 m m m ro.. L! ' z 2g p-aupmm @ Zo 4 w D w mua So g U era. a Qm -22 mo -2a .42 .@cL3— m pC o -m C2 m mQ52 0 c O wQ-@CD®>. @� m C°_L6 RA' -4--00m02 Q @0 a .5 @ m0 1< c DUw niiLmE = as 'pad�ANULI 7, `pa oc m'm= 2mC- 7u2 a' m_ O 7F▪ -� O Z'Q rt¢w 1712 - iJ STATE OF IOWA CERTIFICATE of t he CITY CLERK ) ) SS: COUNTY OF DUBUQUE ) 1, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council I do further state that the hereto attached Resolution No. 201-17 and related Certificate of Publication is a true and correct copy of the original. In Testimony Whereof, ; hereunto set my hand and official seal of the City of Dubuque, iowa. Dated at Dubuque, Iowa, on this 24th day of August, 2017. Kevin S. liFrgahl, CKIC, City Clerk (SEAL) CTRL # • COY Y Y Y M M##### of ni 1 i 11111 14sys• 1 REAL ESTATE TRANSFER - DECLARATION OF VALUE Please read the instructions comprised in form 57-011 before completing and filing this form. Part I - TO BE COMPLETED BY BUYER, SELLER OR AGENT Date of Instrument (MMDDYYYY) UDJLLDLIi 1 11 Enter the number matching your selection in the box at the end of the line: Deed (1) Contract (2) 1 Seller: City of Dubuque. Iowa Seller Address: 50 West 13th Street State: Iowa Buyer: Dubuque County, Iowa Buyer Address: 720 Central Avenue Phone Number: (563) 5894110 City: Dubuque ZIP: 52001 email: ctymgr@cityofdubuque.org Phone Number: (563) 582-7980 City: Dubuque State: IowaZIP: 52001 email: kdeeny@kanenorbylaw.com Address of Property Conveyed: 501 Seippei. Road Dubuque Iowa 52002 City: Dubuque State: Iowa ZIP: 52001 Legal Description: See 1 in Addendum Enter the number corresponding to your selection in the box at the end of the line, if applicable. Type of Safe: Sale between related parties/family (1); Sale of partial interest (2); Trade (3); Quit Claim Deed (4); Auction (5) Was this a sale of agricultural land to: Corporation (1); Trust (2); Alien (3); Non-resident Alien (4); Limited Partnership (5) .71 DECLARATION OF VALUE STATEMENT 1. Total Amount Paid 3 3 fi=1E1 FO— 01r_0 .00 2. Amount Paid for Personal Property 3. Amount Paid for Real Property 002 3 ?D:: [0 0 p .00 DLL '+ TOO [ ' .00 I hereby declare that t► - information contained in Part N of this form is true and correct. Printed Name: Ba Lindahl Phone Number: (563)583-4113 Signature: Effective On or Before 07/01/16 Buyer or Seller or Agent or Attorney X Page 1 ISBA 57-006a (03/15/16) ■ Real Estate Transfer — Declaration of Value, Page 2 Part II - TO BE COMPLETED BY THE ASSESSOR Assessed values must be as of January 1 of the year in which the sale occurred. SECTION A: SINGLE CLASSIFICATION Primary Classification: Residential (4); Commercial (5); Industrial (2); Agricultural (1); Multi -residential (7) CitylTownship: Occupancy: Primary Parcel Number: Year Built: Class Land Building Dwelling Res .00 .00 .00 Com .00 .00 Ind .00 .00 Ag .00 .00 J u+r14 L.....1 .00 t L __ MultiRes .00 .00 t I_J� :111_1! .00 Subtotal SECTION B: DUAL CLASSIFICATION Primary Classification: Commercial (5); City/Township: Primary Parcel Number: Class Com Ind MultiRes Land -00 114- Ju uur- .00 U1 I[ I UL ^ .00 Subtotal Industrial (2); Building ' JL JLJ 11 +U .00 .00 .00 Multi -residential (7) Occupancy: Year Built: Dwelling Total: Add Subtotal amounts from Sections A and B Enter amount from line 3, page 1 Ratio: Divide Total amount by the amount on line 3, page 1 Comments: ■ Effective on or before 07101116 .00 .00 NUTC Jurisdiction Page 2 ISBA 57-006b (03115116) .00 .00 .00 Addendum 1. Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa, and, Lot 1-1 of Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT TO BE COMPLETED BY TRANSFEROR TRANSFEROR: Name City of Dubuque, Iowa Address 50 West 13th Street Dubuque Iowa 52001 Number and Street or RR City, Town or P.O. TRANSFEREE: Name Dubuque County, Iowa Address 720 Central Avenue Dubuque Iowa 52001 Number and Street or RR City, Town or P.O. State Zip State Zip Address of Property Transferred: 501 Seippel Road Dubuque Iowa 52002 Number and Street or RR City, Town or P_O. State Zip Legal Description of Property: (Attach if necessary) Lot 4 of Dubuque Industrial Center South First Addition in the City of Dubuque, Iowa, and, Lot 1-1 of Dubuque Industrial Center West 2nd Addition to the City of Dubuque, Iowa 1. Wells (check one) X There are no known wells situated on this property. There is a well or wells situated on this property. The type(s), location(s) and legal status are stated below or set forth on an attached separate sheet, as necessary. 2. Solid Waste Disposal (check one) X There is no known solid waste disposal site on this property. There is a solid waste disposal site on this property and information related thereto is provided in Attachment #1, attached to this document. 3, Hazardous Wastes (check one) X There is no known hazardous waste on this property. There is hazardous waste on this property and information related thereto is provided in Attachment #1, attached to this document. 4. Underground Storage Tanks (check one) X There are no known underground storage tanks on this property, (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in instructions.) There is an underground storage tank on this property. The type(s), size(s) and any known substance(s) contained are listed below or on an attached separate sheet, as necessary. FILE WITH RECORDER DNR farm 542-0960 (July 18, 2012) 5. Private Burial Site (check one) X There are no known private burial sites on this property. _ There is a private burial site on this property. The location(s) of the site(s) and known identifying information of the decedent(s) is stated below or on an attached separate sheet, as necessary. 6. Private Sewage Disposal System (check one) All buildings an this property are served by a public or semi-public sewage disposal system. This transaction does not involve the transfer of any building which has or is required by law to have a sewage disposal system. There is a building served by private sewage disposal system on this property or a building without any lawful sewage disposal system. A certified inspector's report is attached which documents the condition of the private sewage disposal system and whether any modifications are required to conform to standards adopted by the Department of Natural Resources. A certified inspection report must be accompanied by this form when recording. There is a building served by private sewage disposal system on this property. Weather or other temporary physical conditions prevent the certified inspection of the private sewage disposal system from being conducted. The buyer has executed a binding acknowledgment with the county board of health to conduct a certified inspection of the private sewage disposal system at the earliest practicable time and to be responsible for any required modifications to the private sewage disposal system as identified by the certified inspection. A copy of the binding acknowledgment is attached to this form. There is a building served by private sewage disposal system on this property. The buyer has executed a binding acknowledgment with the county board of health to install a new private sewage disposal system on this property within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. There is a building served by private sewage disposal system on this property. The building to which the sewage disposal system is connected will be demolished without being occupied. The buyer has executed a binding acknowledgment with the county board of health to demolish the building within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. [Exemption #9] This property is exempt from the private sewage disposal inspection requirements pursuant to the following exemption [Note: for exemption #9 use prior check box]: The private sewage disposal system has been installed within the past two years pursuant to permit number Information required by statements checked above should be provided here or onseparate sheets attached hereto: I HEREBY DECLARE TRAIT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND THAT THE.li ORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: (Transf or Agent) FILE WITH RECORDER Telephone No.: (563) 583-4113 DNR form 542-0960 (July 18, 2012) Dubuque County Auditor's Office VENDOR: 00022 CITY OF DUBUQUE 08/31/2017 Check #: 666493 DATE ID REGISTRATION DESCRIPTION AMOUNT 8/28/2017 8/28/17 8/28/17 LAND PURCHASE SEIPPEL RD FLEXSTEEL 1,320,000.00 Dubuque County Auditor's Office Court House, 720 Central Avenue Dubuque, Iowa 52001 DUBUQUE BANK &TRUST DUBUQUE BANK & TRUST Dubuque, Iowa 45-53/739 PAY —One Million Three Hundred Twenty Thousand Dollars and 00/100 Cents --- TO THE ORDER OF CITY OF DUBUQUE 50 W 13TH ST DUBUQUE, IA 52001 ':07390053Si: CHECK TOTAL 1,320,000.00 Check #: 666493 PAY THIS AMOUNT 08/31/2017 $1,320,000.00 n■I Ls SIO' COUNTY AUDITOR ESCROW AGREEMENT This Escrow Agreement (this "Escrow Agreement"), is dated as of August 30, 2017 (the "Effective Date"), by and among the City of Dubuque, Iowa, a municipality ("City"), Dubuque Initiatives, an lowa not for profit corporation ("Initiatives"), and Dubuque Bank and Trust Company, an Iowa banking corporation ("Escrow Agent"). City, Initiatives, and Escrow Agent shall each be individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, Initiatives is acquiring land in the City of Dubuque, Iowa, and the buildings and improvements erected thereon. The real estate is more thoroughly described in the attached Exhibit A and referred to herein as the "Property"; and WHEREAS, City and Initiatives have entered into that certain Redevelopment Project Agreement By and Among the City of Dubuque, Iowa, Dubuque Initiatives, and FlexsteeI Industries, Inc., dated May 15, 2017, the "Redevelopment Agreement"), pursuant to which Initiatives has agreed to accept the Property and Initiatives and City has agreed to contribute to an escrow account (referred to in the Redevelopment Agreement as the "City Escrow") to partially fund the remediation of the Property in accordance with the Redevelopment Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Escrow Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Defined Terms. All capitalized terms used in this Escrow Agreement not otherwise defined herein are given the meanings set forth in the Redevelopment Agreement. 2. Delivery of the Escrow Funds. (a) City and Initiatives hereby appoint Escrow Agent to be and act as escrow agent, and Escrow Agent hereby accepts such appointment, to hold in escrow the Escrow Funds, defined in subsection (b), below. (b) Concurrently with, prior to, or after the execution of this Escrow Agreement, City shall deposit, by wire transfer or other immediately available funds (the "Escrow Funds"), with Escrow Agent, in trust, as required in the Redevelopment Agreement. The Escrow Funds are to be held in escrow in accordance with the Redevelopment Agreement and this Escrow Agreement. (c) Escrow Agent shall establish an account (the "Escrow Account") and hold the Escrow Funds in accordance with the City's policy for the investment of public funds until released in accordance with the terms of this Escrow Agreement. All interest earned thereon shall be paid as directed by City and Initiatives. 3. Instructions to Escrow Aaent. 082917 (a) The Escrow Funds are to be held in the Escrow Account and shall continue to be held until paid out in accordance with the Redevelopment Agreement and this Escrow Agreement. (b) Upon the triggering of an event that would require the payment of any Escrow Funds, City and Initiatives shall both provide written demand for payment to Escrow Agent from the Escrow Funds authorizing the distribution and identifying the individuals or entities to be paid and the amounts to be paid to each individual or entity. Each demand for payment City and Initiatives send to Escrow Agent may be relied upon by Escrow Agent as valid requests for payment of the Escrow Funds. (c) If` (a) Escrow Agent receives a notice of objection by City or Initiatives to any payment; (b) there is any dispute between Initiatives and City regarding any disbursement of the Escrow Funds; or (c) Escrow Agent is uncertain in its commercially reasonable judgment as to Escrow Agent's obligations hereunder, Escrow Agent shall have the right, but not the obligation to: (i) refrain from taking any action and retain the Escrow Funds in the Escrow Account until otherwise directed by a final order or judgment of a court of competent jurisdiction or by a written agreement signed by City and Initiatives; or (ii) on written notice to City and Initiatives, take such affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, depositing the Escrow Funds with a court of competent jurisdiction and the commencement of an action for interpleader, the costs of which shall be borne equally by City and Initiatives. 4. Limitation on Duties and Liabilities of Escrow Anent. (a) Escrow Agent shall not have any duties or liabilities except those set forth in this Escrow Agreement. Escrow Agent shall not be responsible for: (i) any loss, diminution in value, or failure to achieve a greater profit as a result of such a deposit or investment; or (ii) any interest or other income on the Escrow Funds except as is actually earned and received. (b) Escrow Agent shall have no liability to Initiatives or City regarding the sufficiency, correctness, genuineness, collection, or validity of any signature, notice, request, waiver, consent, receipt, or other document which appears to Escrow Agent to be genuine (whether or not an original or a photocopy) and the identity, authority, or rights of any person executing or depositing the same. Escrow Agent may assume that any person purporting to give notice on behalf of any Party in accordance with the provisions of this Escrow Agreement has been duly authorized to do so. (c) The Parties acknowledge that Escrow Agent: (i) is acting solely as a depository at their request and for their convenience; (ii) shall not be deemed to be the agent of any of the Parties; (iii) shall not be responsible for ensuring the Parties provide the required Escrow Funds under the Redevelopment Agreement; (iv) shall not be responsible for verifying compliance with the Redevelopment Agreement or this Escrow Agreement by the parties thereto; (v) shall have no obligation to monitor or inspect work performed on the Property; (vi) shall have noobligation to ensure the amount of funds and parties directed to be paid by City and Initiatives are proper and in accordance with the terms of the Redevelopment Agreement; (vii) shall not be responsible for collecting lien waivers or ensuring individuals or entities providing goods or services for the Property are compensated; and (iv) shall not be liable to any of the Parties for any act or omission on Escrow Agent's part other than as a result of Escrow Agent's negligence or willful misconduct. (d) Notwithstanding any other provision herein, Escrow Agent shall have the right, but not the obligation, to consult with counsel and to require and receive such written certifications or instructions from any Party as Escrow Agent reasonably deems necessary or appropriate before taking any action hereunder, The cost of any legal consultation shall be paid out of the Escrow Funds, and if the Escrow Funds are insufficient to cover the costs of such legal consultation, the remaining costs shall be borne by Initiatives. (e) If there is any conflict between the provisions of this Escrow Agreement and any additional or supplementary instructions given to Escrow Agent regarding the release of all or any portion of the Escrow Funds, the terms of this Escrow Agreement shall control. 5. Escrow Agent's Fees and Expenses. The Escrow Agent agrees to not charge an annual fee for its services. Initiatives shall pay Escrow Agent ail commercially reasonable and necessary costs and expenses incurred by Escrow Agent in performing its duties as Escrow Agent, including but not limited to, attorneys' fees. 6. Indemnification and Hold Harmless. Except as to Initiatives' liability for attorneys' fees provided in Sections 4(d) and 5, City and Initiatives, jointly and severally, hereby agree to indemnify and defend the Escrow Agent for, and to hold it harmless again t, any loss, liability, or expense incurred by Escrow Agent, including reasonable attorneys' fees and costs, caused by any actions taken by it or any omission by it in connection with its rights, duties, or obligations under this Escrow Agreement, including amounts incurred in defending against any claim of liability hereunder or in bringing any action or proceeding (including, without limitation, the enforcement of any judgment issued in connection therewith or settlement thereof) required or permitted to be brought by it hereunder, excluding negligence or willful misconduct of Escrow Agent. The provisions of this Section 6 shall survive the termination of this Escrow Agreement. 7, Termination of this Escrow Agreement. This Escrow Agreement shall terminate upon: (a) Escrow Agent's delivery of all of the Escrow Funds held hereunder as directed by City and Initiatives; or (b) the transfer of such Escrow Funds to a substitute escrow agent or a court of competent jurisdiction, in either case, pursuant to the terms and conditions of this Escrow Agreement, whereupon Escrow Agent's obligations, responsibilities and liability hereunder shall terminate. 8. Resignation and Removal of Escrow Agent. (a) Escrow Agent reserves the right to resign at any time by giving thirty (30) days' prior written notice of resignation, specifying the effective date thereof. On the effective date of such resignation, Escrow Agent shall deliver the Escrow Agreement together with the Escrow Funds (including any interest earned thereon) and any and all related instruments or documents to any successor escrow agent agreeable to City and Initiatives. If a successor escrow agent has not been appointed and has not accepted such appointment prior to the expiration of thirty (30) days following the date of the notice of such resignation, Escrow Agent may, but shall not be obligated to, apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Any such resulting appointment shall be binding upon all of the Parties. Notwithstanding anything to the contrary in the foregoing, Escrow Agent or any successor escrow agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. 3 (b) Escrow Agent may be removed with or without cause and a new escrow agent may be appointed upon mutual agreement of City and Initiatives. In such event, City and Initiatives shall deliver joint written notice to Escrow Agent of such removal, together with joint written instructions authorizing delivery of this Escrow Agreement together with the Escrow Funds (including any interest earned thereon) and any and all related instruments or documents to a successor escrow agent identified by City and Initiatives. (c) Upon delivery of the Escrow Funds (including any interest thereon) to a successor escrow agent in accordance with this Section 8, Escrow Agent shall thereafter be discharged from any future obligations hereunder. All power, authority, duties, and obligations of Escrow Agent shall apply to any successor escrow agent. 9. Assignment. The rights and liabilities of the Parties shall bind and inure to the benefit of their respective successors, executors, and administrators, as the case may be, provided that no Party may assign or delegate its obligations under this Escrow Agreement either in whole or in part without the prior written consent of City and Initiatives. 10. Governing Law. This Escrow Agreement shall be construed and enforced in accordance with the laws of the State of Iowa, without giving effect to conflicts of law principles. 11. Severabilitv. If any provision of this Escrow Agreement is for any reason found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Escrow Agreement. Upon such determination that any term is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Escrow Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 12. Complete Understanding; Modification. This Escrow Agreement constitutes the full and complete understanding and agreement of the Parties and supersedes all prior understandings and agreements. Any waiver, modification, or amendment of any provision of this Escrow Agreement shall be effective only if in writing and signed by the Parties, 13. Waiver. The failure of any Party to insist upon strict compliance with any of the terms, covenants, or conditions of this Escrow Agreement by any other Party shall not be deemed a waiver of that terra, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time be deemed a. waiver or relinquishment of that right or power for all or any other time. 14. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) one Business Day after deposit if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 14). 4 If to City: with a copy to: If to Initiatives: with a copy to: If to Escrow Agent: with a copy to: City Manager 50 West 13th Street Dubuque, Iowa 52001 ctymgr@cityo Fdubuque.org Attention: Michael C. Van Milligen' Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001 balesq@cityofdubuque.org Attention: Barry A. Lindahl President 50 West 13th Street Dubuque, Iowa 52001 dhorstmann(c�i..dubuauebank.com Attention: Douglas J. Horstmann Drake Law Firm, P.C. Suite 323, Harbor View PIace 300 Main Street Dubuque, Iowa 52001 fdrake(.d r akel awnc. conn Attention: D. Flint Drake 1398 Central Avenue Dubuque, Iowa 52001 tstricker c ,dubuquebank,corn Attention: Tom E. Stricker 1398 Central Avenue Dubuque, Iowa 52001 grehmke@htlf.com Attention: Greg A. Rehmke 15. Further Assurances. Each of the Parties agrees, from time to time and without any additional consideration, to furnish the other Parties such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do 5 such other things, as may be reasonably necessary or desirable to carry out the provisions of this Escrow Agreement and give effect to the transactions contemplated hereby. 16. Counterparts. This Escrow Agreement may be executed in counterparts, each of which when taken together shall constitute an original and all of which shall constitute one and the same instrument. 17. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDEVG ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be executed as of the Effective Date. CITY: City of Dubuque, Iowa, an Iowa muni ' :.' 'ty By: Name: Michael C. Van Milligen Its: City Manager INITIATIES: Dubuque Initiatives an Iowa not profi corporation By: Name: Dolas J. Horstrnann Its: President ESCROW AGENT: Dubuque Bank and Trust Company, an Iowa banking co By: s4 Name: Bruce C. Rehmke Its: Trust and Fiduciary Director. EVP 7 EXHIBIT A Real Estate located in the City of Dubuque, Iowa having tax parcel numbers: 1011426003 (30.00 acres); 1011426004 (8.36 acres); 1013101001 (0.26 acres); 1011427004 (0.83 acres); and 1014230001 (3.73 acres) excluding a parcel of real estate at the Southwest corner of Flexsteel's parking lot located at the Northeast corner of 32'd and Jackson Streets, Dubuque, Iowa, consisting of approximately 35,680 square feet and having a street address of 3250 Jackson Street (American Trust branch) 8 CERTIFIED AUTHORIZING RESOLUTION OF THE BOARD OF DIRECTORS OF DUBUQUE INITIATIVES, AN IOWA NONPROFIT COMPANY The Board of Directors of Dubuque Initiatives (hereinafter the "Company"), an Iowa nonprofit corporation organized and existing under the laws of the State of Iowa, acting prirclrant to Iowa law, do hereby adopt the Following resolution in writing effective as of the _ J coy of ,d. -�- , 2017: RECITALS A. In the judgment of the Company, it is deemed advisable For the benefit of the Company that it enter into a certain Escrow Agreement between the City of Dubuque, Iowa, the Company, and Dubuque Bank &Trust Company (the "City Escrow Agreement") and a certain Escrow Agreement between Flexsteel Industries, Inc. (the "Initiatives Escrow Agreement") to assist in rehabilitation of the former Flexsteel manufacturing site located at 3400 Jackson St. within the City of Dubuque, Iowa [hereinafter the "Project"]; B. In the judgment of the Board it is deemed advisable and for the benefit of the Company to enter into the City Escrow Agreement and the Initiatives Escrow Agreement; C. In the judgment of the Board of Directors of the Company, it is deemed advisable and for the benefit of the Company that certain individuals be vested with authority to execute and otherwise enter into, on behalf of the Company, the City Escrow Agreement and the Initiatives Escrow Agreement [the "Contracts"). RESOLUTION THEREFORE, BE IT RESOLVED, that the Company enter into and perform all of its obligations under the Contracts and hereby vests the following individual with authority to execute, on behalf of the Company the Contracts: NAME TITLE ADDRESS Douglas J. Horstmannn President Page 1 oft CERTIFICATE This is to certify that 1 am the secretary of Dubuque Initiatives, an Iowa nonprofit entity and t gat the foregoing resolution was adopted by action of the members on the ?``day of 2017. Page 2 of 2